Blog: MATADOR RESOURCES CO : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 1.01 Entry into a Material Definitive Agreement.



On September 28, 2012, Matador Resources Company (the "Company"), as a
guarantor, along with certain other guarantors thereto, MRC Energy Company, a
wholly-owned subsidiary of the Company ("MRC"), as borrower, the lenders party
thereto (the "Lenders") and Royal Bank of Canada, as administrative agent,
entered into an amended and restated senior secured revolving credit agreement
(as amended, the "Credit Agreement"). For a summary of key terms of the Credit
Agreement, see the Company's Annual Report on Form 10-K for the year ended
December 31, 2020 filed with the SEC on February 26, 2021, which description is
incorporated herein by reference. On April 23, 2021, MRC, as borrower, entered
into an amendment (the "Amendment") to the Credit Agreement, and the Company
reaffirmed its guaranty of MRC's obligations under the Credit Agreement. The
Amendment reaffirmed the $900.0 million borrowing base, and the elected
borrowing commitment remained $700.0 million . The Amendment also added certain
provisions to the Credit Agreement relating to the replacement of interest rate
benchmarks in connection with the expected discontinuation of the publication of
the London Interbank Offered Rate.
The description of the Amendment set forth above is qualified in its entirety by
reference to the terms of the Amendment, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K (this "Current Report") and is
incorporated herein by reference.
In the ordinary course of their respective businesses, certain of the Lenders or
their affiliates have in the past performed, and may in the future from time to
time perform, investment banking, advisory, lending and/or commercial banking or
other financial services for the Company for which they received, or may
receive, customary fees and reimbursement of expenses.
Item 2.02   Results of Operations and Financial Condition.


Attached hereto as Exhibit 99.1 is a press release (the "Press Release") issued
by the Company on April 28, 2021, announcing its financial results for the three
months ended March 31, 2021. The Press Release includes an operational update at
April 28, 2021. The Press Release is incorporated by reference into this Item
2.02, and the foregoing description of the Press Release is qualified in its
entirety by reference to this exhibit.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not
be incorporated by reference into any filing under the Securities Act of 1933,
as amended (the "Securities Act"), unless specifically identified therein as
being incorporated therein by reference.
In the Press Release, the Company has included certain "non-GAAP financial
measures," as defined in Item 10 of Regulation S-K of the Exchange Act,
including (i) earnings before interest expense, income taxes, depletion,
depreciation and amortization, accretion of asset retirement obligations,
property impairments, unrealized derivative gains and losses, certain other
non-cash items and non-cash stock-based compensation expense, and net gain or
loss on asset sales and impairment ("Adjusted EBITDA") attributable to Matador
Resources Company shareholders, (ii) Adjusted EBITDA of San Mateo Midstream,
LLC, the Company's midstream affiliate ("San Mateo"), (iii) adjusted net income
(loss) attributable to Matador Resources Company shareholders, (iv) adjusted
earnings (loss) per diluted common share attributable to Matador Resources
Company shareholders and (v) adjusted free cash flow of both the Company and San
Mateo. In the Press Release, the Company has provided reconciliations of the
non-GAAP financial measures to the most directly comparable financial measures
calculated and presented in accordance with generally-accepted accounting
principles ("GAAP") in the United States. In addition, in the Press Release, the
Company has provided the reasons why the Company believes such non-GAAP
financial measures provide useful information to investors.
Item 2.03        Creation of a Direct Financial Obligation or an Obligation Under an
                 Off-Balance Sheet Arrangement of a Registrant.

The information included or incorporated by reference in Item 1.01 of this
Current Report is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.



Item 2.02 above is incorporated herein by reference.
In connection with the Press Release, the Company released a presentation
summarizing the highlights of the Press Release (the "Presentation"). The
Presentation is available on the Company's website, www.matadorresources.com, on
the Events and Presentations page under the Investor Relations tab.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange
Act and will not be incorporated by reference into any filing under the
Securities Act unless specifically identified therein as being incorporated
therein by reference.

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Item 9.01 Financial Statements and Exhibits.


(d) Exhibits

        Exhibit No.       Description of Exhibit
         10.1               Fifteenth Amendment to Third Amended and

Restated Credit Agreement, dated

                          as of April 23, 2021, by and among MRC Energy 

Company, as Borrower, the

                          Lenders party thereto and Royal Bank of Canada, 

as Administrative Agent.

         99.1               Press Release, dated April 28, 2021.
          104             Cover Page Interactive Data File, formatted in 

Inline XBRL (included as

                          Exhibit 101).





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